SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report: October 15, 1998
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(Date of earliest event reported)
Morgan Stanley Cap I Inc
Commercial Mortgage Pass Through Certificates, Series 1998 XL2
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(Exact name of registrant as specified in its charter)
Delaware 333-45467-04 13-3291626
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation
1585 Broadway, New York, N.Y. 10036
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 761-4000
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Item 5. Other Events.
Attached as Exhibit 1 to this Current Report is (i) the consent of Ernst &
Young LLP regarding the financial statements of Grapevine Mills Limited
Partnership which has been furnished to the Registrant in respect of the
Registrant's proposed offering of Commercial Mortgage Pass-Through Certificates,
Series 1998-XL2 (the "Certificates").
The Certificates will be offered pursuant to a Prospectus and related
Prospectus Supplement (together, the "Prospectus"), which will be filed with the
Commission pursuant to Rule 424 under the Securities Act of 1933, as amended
(the "Act"). The offer and sale of the Certificates contemplated by the
Prospectus will be registered pursuant to the Act under the Registrant's
Registration Statement on Form S-3 (No. 033-62911) (the "Registration
Statement"). The Registrant hereby incorporates the Accountants' Consents by
reference in the Prospectus and the Registration Statement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Item 601(a) of Regulation
S-K Exhibit No. Description
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23.1 Consent of Ernst & Young LLP
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf of the Registrant
by the undersigned thereunto duly authorized.
MORGAN STANLEY CAPITAL I INC.
By: /s/ James Flaum
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Name: James Flaum
Title: Principal
Date: October 15, 1998
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Exhibit Index
Item 601(a) of
Regulation S-K
Exhibit No. Exhibit No. Description Page
1 23.1 Consent of Ernst & Young LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated September 3, 1998, in the Prospectus Supplement to the
Prospectus and Registration Statement (Form S-3 No. 33-62911) of Morgan Stanley
Capital I Inc. for the registration of commercial mortgage pass-through
certificates, series 1998-XL2.
/s/ Ernst & Young LLP
Washington, D.C.
October 13, 1998
